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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box.
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)(S) 240.14a-11(c) or (S)(S) 240.14a-12
UAM Funds Trust - SEC File Nos. 33-79858, 811-8544
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
UAM Funds Trust
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
December 28, 2000
Dear Shareholder:
I am writing to all shareholders of the MJI International Equity Portfolio (the
"Fund") to inform you of a meeting of shareholders to be held January 26, 2001.
Before that meeting, I would like your vote on the important issues affecting
the Fund as described in the attached proxy statement. This is a very important
meeting that has been called to consider one proposal requiring your vote as a
shareholder.
The proxy statement includes a proposal relating to the approval of a new
investment advisory agreement for the Fund. More specific information about the
proposal is contained in the proxy statement, which you should consider
carefully.
The Board of Trustees of the Fund has unanimously approved the proposal and
recommends that you vote FOR the proposal described within this document.
I realize that this proxy statement will take time to review, but your vote is
very important. Please familiarize yourself with the proposal presented and vote
by signing and returning your proxy card in the enclosed postage-paid envelope
today.
If we do not receive your completed proxy card after several weeks, you may be
contacted by a representative of the UAM Funds who will remind you to vote your
shares.
We thank you for taking this matter seriously and participating in this
important process.
Sincerely,
/s/ James F. Orr, III
James F. Orr, III
Chairman
<PAGE>
IMPORTANT NEWS FOR SHAREHOLDERS OF UAM FUNDS
While we encourage you to read the full text of the enclosed Proxy Statement,
here is a brief overview of some matters affecting the MJI International Equity
Portfolio (the "Fund") that requires a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. What Is Happening?
A. As you have previously learned, United Asset Management Corporation
("UAM"), the parent company of the Fund's investment adviser, Murray
Johnstone International Limited ("MJIL"), entered into an agreement with
Old Mutual plc ("Old Mutual") and OM Acquisition Corp. ("OMAC"), a wholly
owned subsidiary of Old Mutual, pursuant to which Old Mutual made a tender
offer for the outstanding shares of UAM, and OMAC merged with UAM.
Following the completion of that transaction, Aberdeen Asset Management plc
("Aberdeen") acquired MJIL's parent, Murray Johnstone Holding Limited
("MJHL"), from Old Mutual (the "Transaction"). The Transaction was approved
by the shareholders of Aberdeen on November 6, 2000, and was consummated on
November 30, 2000 when final regulatory approval was obtained. As a result
of the Transaction, there has been a change in ownership of MJIL. The
following pages give you additional information about the proposed
Transaction and the matters on which you are being asked to vote. The
Trustees of the Fund, including those who are not affiliated with UAM or
its affiliates, Old Mutual or its affiliates, MJHL, Aberdeen or the UAM
Funds, unanimously recommend that you vote FOR the proposal.
Q. Why Did You Send Me This Booklet?
A. You are receiving these proxy materials - a booklet that includes the Proxy
Statement and a proxy card - because you have the right to vote on this
important proposal concerning your investment in the Fund, a portfolio of
UAM Funds Trust.
Q. Why Am I Being Asked To Vote On the Proposed New Advisory Agreement In
Proposal No. 1?
A. The Investment Company Act of 1940, which regulates investment companies
such as the UAM Funds, requires a vote whenever there is a change in
control of an investment company's adviser. Upon a change of control, the
advisory agreement between the investment adviser and the investment
company terminates. Aberdeen's transaction with Old Mutual resulted in a
change of control of MJIL and therefore requires shareholder approval of a
new advisory agreement between the Fund and MJIL effective upon the date of
the Meeting. The new advisory agreement is identical in all material
respects to the existing advisory agreement and the Fund's advisory fee
rate will remain unchanged.
<PAGE>
Q. What Happens If An Advisory Agreement Is Not Approved?
A. If the shareholders of the Fund do not approve a new investment advisory
agreement, the Board of Trustees will take such further action as they deem
to be in the best interests of the shareholders of the Fund.
Q. How Will The Transaction Affect Me?
A. Aberdeen has assured the Board that there will be no reduction in the
nature or quality of its services to the Fund as a result of the
Transaction.
Q. How Does The Fund's Board Of Trustees Recommend That I Vote?
A. After careful consideration, the Board of the UAM Funds Trust, including
those Trustees who are not affiliated with the UAM Funds Trust, UAM or its
affiliated companies, MJIL, Aberdeen and Old Mutual and its affiliated
companies, recommend that you vote FOR the proposal on the enclosed proxy
card.
Q. Whom Do I Call For More Information Or To Place My Vote?
A. You may provide the UAM Funds with your vote via mail. If you need more
information on how to vote, or if you have any questions, please call your
fund's information agent at 1-877-826-5465.
Your Vote Is Important And Will Help Avoid The Additional Expense Of Another
Solicitation.
Thank You For Promptly Recording Your Vote.
<PAGE>
UAM Funds Trust
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 2001
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of shareholders of MJI
International Equity Portfolio, a series of UAM Funds Trust, will be held at the
offices of UAM Fund Services, Inc. 211 Congress Street, Boston, MA 02110 on
January 26, 2001 at 9:00 a.m. Eastern time for the following purposes:
1. To approve a new investment advisory agreement for the Fund.
2. To transact any other business that may properly come before the Meeting or
any adjournments thereof.
Shareholders of record at the close of business on December 21, 2000, are
entitled to notice of, and to vote at the Meeting or any adjournments thereof.
You are invited to attend the Meeting, but if you cannot do so, please complete
and sign the enclosed proxy and return it in the accompanying envelope as
promptly as possible. Your vote is important no matter how many shares you own.
You can vote easily and quickly by mail, by facsimile or in person. You may
change your vote even though a proxy has already been returned by written notice
to the UAM Funds, by submitting a subsequent proxy using the mail or by voting
in person at the meeting.
By Order of the Board of Trustees of UAM Funds Trust
/s/ Linda T. Gibson
Linda T. Gibson
Secretary
Boston, Massachusetts
January 5, 2001
<PAGE>
UAM Funds Trust
825 Duportail Road
Wayne, Pennsylvania 19087
1-877-UAM-Link (826-5465)
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
MJI INTERNATIONAL EQUITY PORTFOLIO
TO BE HELD ON JANUARY 26, 2001
This proxy statement is furnished in connection with the solicitation by the
Board of Trustees of UAM Funds Trust (the "Trust") for the meeting of
shareholders of MJI International Equity Portfolio (the "Fund") to be held at
the offices of UAM Fund Services, Inc. 211 Congress Street, Boston, MA 02110 on
January 26, 2001 at 9:00 a.m., and all adjournments thereof (the "Meeting").
Shareholders of record at the close of business on December 21, 2000 (the
"Record Date"), are entitled to notice of, and to vote at, the Meeting. This
proxy statement and the accompanying notice of meeting and proxy card are first
being mailed to shareholders on or about January 5, 2001.
As used in this proxy statement, the Trust's board of trustees is referred to as
a "Board," and the term "Trustee" includes each trustee of the Trust. A Trustee
that is an interested person of the Trust is referred to in this proxy statement
as an "Interested Trustee." A Trustee may be an interested person of the Trust
because they are affiliated with one of the Trust's investment advisers, United
Asset Management Corporation or the Trust's principal underwriter. Trustees that
are not interested persons of the Trust are referred to in this proxy statement
as "Independent Trustees."
<PAGE>
SUMMARY OF PROPOSAL REQUIRING SHAREHOLDER VOTE
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The Board intends to bring before the Meeting the matters set forth in
the foregoing notice. If you wish to participate in the Meeting you may
submit the proxy card included with this proxy statement or attend in
person. Your vote is important no matter how many shares you own. You
can vote easily and quickly by mail, by facsimile or in person. At any
time before the Meeting, you may change your vote even though a proxy
has already been returned by written notice to the UAM Funds, by mail,
submitting a subsequent proxy, or by voting in person at the meeting.
Should shareholders require additional information regarding the proxy
or replacement proxy cards, they may contact the UAM Funds at 1-877-
826-5465.
The Fund expects that the solicitation of proxies from shareholders
will be made by mail, but solicitation also may be made by telephone
communications from officers or employees of UAM or its affiliates, who
will not receive any compensation therefore from the Fund. The costs of
the solicitation of proxies and the costs of holding the Meeting will
be borne by Aberdeen Asset Management plc - not the Fund. Such costs
are estimated to be approximately $_______.
All proxy cards solicited that are properly executed and received in
time to be voted at the Meeting will be voted at the Meeting or any
adjournment thereof according to the instructions on the proxy card. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. For purposes of determining the
presence of a quorum, abstentions, broker non-votes or withheld votes
will be counted as present; however, they will have no effect on the
outcome of the vote to approve the Proposal requiring a vote based on
the percentage of shares actually voted. Shareholders should note that
while votes to ABSTAIN will count toward establishing a quorum, passage
of any Proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the Proposal. Accordingly,
votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the Proposal is approved. Unmarked voting
instructions will be voted in favor of the proposals.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve one or more of the proposed
items are not received, or if other matters arise requiring shareholder
attention, the persons named as proxy agents may propose one or more
adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of
those shares present at the Meeting or represented by proxy. A
shareholder vote may be taken on one or more of the items in this Proxy
Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. The persons named as proxies
will vote those proxies that they are entitled to vote FOR any such
proposal in favor of such an adjournment, and will vote those proxies
required to be voted AGAINST any such proposal, against any such
adjournment.
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Required Vote
The approval of the proposal requires the affirmative vote of a
"majority of the outstanding voting securities" of the Fund. Under the
Investment Company Act of 1940 (the "1940 Act"), the vote of a
"majority of the outstanding voting securities" means the affirmative
vote of the lesser of (a) 67% or more of the voting securities present
at the meeting or represented by proxy if the holders of more than 50%
of the outstanding voting securities are present or represented by
proxy or (b) more than 50% of the outstanding voting securities.
PROPOSAL 1 - APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
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Introduction
Murray Johnstone International Limited ("MJIL"), located at 11 West
Nile Street, Glasgow, Scotland, G12PX, has served as investment adviser
of the Fund since its inception (December 31, 1996). You have already
been informed about the transaction involving the acquisition of United
Asset Management Corporation ("UAM") by Old Mutual plc ("Old Mutual")
and have approved interim and new investment advisory contracts in
connection with that transaction which was consummated on September 26,
2000. Following the completion of that transaction, Aberdeen Asset
Management plc ("Aberdeen") purchased MJIL from Old Mutual (the
"Transaction"). The Transaction resulted in a change in control of MJIL
and constituted an "assignment," as that term is defined in the 1940
Act, of the Fund's current investment advisory agreement. As required
by the 1940 Act, the Fund's current investment advisory agreement
automatically terminates in the event of assignment. Until it was
terminated as a result of the assignment, MJIL served as adviser of the
Fund pursuant to an investment advisory contract dated October 27, 2000
(the "Advisory Contract"). The investment advisory agreement was
approved by the Fund's shareholders at a meeting on October 27, 2000.
The investment advisory agreement was last approved by the Board on
August 4, 2000. The Board has proposed continuation of the advisory
services under a new investment advisory agreement between the Fund and
MJIL for approval by shareholders of the Fund. A form for the new
investment advisory agreement is attached to this proxy statement as
Exhibit A. The new investment advisory agreement will be identical in
all material respects to the Advisory Contract. In addition, the Fund's
advisory fee rate will remain unchanged.
Information on Investment Advisory Fees and Annual Expense Limitation
The Fund currently pays MJIL an annual advisory fee at the rate of
0.75% of the average daily net assets of the Fund. In addition, the
adviser has voluntarily agreed to limit the total expenses of the Fund
to 1.75% of the Fund's average daily net assets. To maintain this
expense limit, the adviser may waive a portion of its management fee
and/or reimburse certain expenses of the Fund. The adviser intends to
continue its expense limitation until further notice, but may
discontinue it at any time. During the last fiscal year, the Fund paid
MJIL $_________ , excluding fee waivers. After giving effect to the
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<PAGE>
adviser's fee waivers, the Fund paid $________ in advisory fees during
its most recent fiscal year.
Information on Other Similar Investment Companies Advised by the Adviser
MJIL acts as investment adviser for the PBHG International Fund which
has a similar investment objective as the MJI International Equity
Portfolio it currently advises. The PBHG International Fund has net
assets of ____________ (as of _________, 2000) and MJIL receives an
advisory fee at a rate of 1.00% of the net assets of schedule managed
by MJIL.
Information on MJIL
The name, address and principal occupation of the principal executive
officer and each director or general partner of MJIL
Principal Executive Officer
C. Giles H. Weaver
Executive Chairman, MJIL
Directors
C. Giles H. Weaver
Executive Chairman, MJIL
A. David MacLellan
Managing Director, MJIL
The address for each of the persons listed above is c/o Murray
Johnstone International Limited, John Hancock Center, 875 N. Michigan
Avenue, Suite 3640, Chicago, IL 60611.
Aberdeen Acquisition of MJIL's Parent Company
On October 11, 2000, Aberdeen announced that it had conditionally
agreed to acquire the entire issued share capital of Murray Johnstone
Holdings Limited, MJIL's intermediate parent, from Old Mutual for cash
consideration. The Transaction was consummated on November 30, 2000
following shareholder approval and receipt of regulatory approvals, and
the cash consideration paid was approximately (pound)50 million. The
Transaction increased the Aberdeen group's asset under management by
approximately 17 percent from around (pound)23.3 billion to
approximately (pound)27.3 billion. After the Transaction, Aberdeen
became one of the largest independently owned fund management
businesses in the United Kingdom. Aberdeen with offices at One Albyn
Place, Aberdeen, Scotland also has offices in the USA, Singapore, Hong
Kong, England, Ireland and Luxembourg. The team assembled at MJIL to
manage the Fund remains the same.
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Section 15(f) of the 1940 Act
Section 15(f) of the 1940 Act provides that a manager or investment
adviser (such as the investment adviser to the Fund) to a registered
investment company, and the affiliates of such adviser, may receive any
amount or benefit in connection with a sale of any interest in such
manager or investment adviser which results in an assignment of an
investment advisory contract if the following two conditions are
satisfied: (1) for a period of three years after such assignment, at
least 75% of the board of directors or trustees of the investment
company cannot be "interested persons" (within the meaning of Section
2(a)(19) of the 1940 Act) of the new investment adviser or its
predecessor, and (2) no "unfair burden" (as defined in the 1940 Act)
may be imposed on the investment company as a result of the assignment
or any express or implied terms, conditions or understandings
applicable thereto.
Consistent with the first condition of Section 15(f), Old Mutual and
Aberdeen have agreed in the Agreement that, for a period of three years
after the closing of the Transaction, they will not take or recommend
any action that would cause more than 25% of the trustees to be
interested persons of the entity acting as the Funds' investment
adviser.
With respect to the second condition of Section 15(f), an unfair burden
on an investment company is defined in the 1940 Act to include any
arrangement during the two-year period after any such transaction
occurs whereby the manager or investment adviser or its predecessor or
successor, or any interested person of such adviser, predecessor or
successor, receives or is entitled to receive any compensation of two
types, either directly or indirectly. The first type is compensation
from any person in connection with the purchase or sale of securities
or other property to, from or on behalf of the investment company,
other than bona fide ordinary compensation as principal underwriter for
such company. The second type is compensation from the investment
company or its security holders for other than bona fide investment
advisory or other services.
In the Agreement, Old Mutual and Aberdeen have agreed not to take or
recommend any action that would constitute an unfair burden on the Fund
within the meaning of Section 15(f). In this regard, Aberdeen has
agreed to maintain the maximum expense ratio disclosed in the current
prospectuses of each of the Funds for a period of two years from the
date of the consummation of the Transaction, consistent with and
subject to the existing conditions of any voluntary fee waivers
unrelated to the Transaction.
Description of the Investment Advisory Agreement
Pursuant to the Fund's proposed investment advisory agreement, MJIL
will continue to act as its investment adviser.
The Fund's Advisory Contract and proposed investment advisory agreement
requires MJIL to
-5-
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. Manage the investment and reinvestment of the Fund's assets;
. Continuously review, supervise and administer the investment
program of the Fund; and
. Determine what portion of the Fund's assets will be invested in
securities and what portion will consist of cash.
MJIL is also required to render regular reports to the Fund's officers
and Board concerning MJIL's discharge of its responsibilities.
The Advisory Contract and proposed investment advisory agreement also
authorize MJIL to select the brokers or dealers that will execute the
purchases and sales of securities of the Fund and direct MJIL to use
its best efforts to obtain the best available price and most favorable
execution. Subject to policies established by the Board, the adviser
may also effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if MJIL determines
in good faith that such amount of commission is reasonable in relation
to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction
or MJIL's overall responsibilities with respect to the Funds.
The Advisory Contract and the proposed investment advisory agreement of
the Fund obligate MJIL to discharge its responsibilities subject to the
control of the officers and the Board, and in compliance with the
objectives, policies and limitations set forth in the Fund's prospectus
and applicable laws and regulations. Under the terms of the Advisory
Contract and proposed investment advisory agreement, MJIL has agreed to
render its services and to provide, at its own expense, the office
space, furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation provided
herein.
The Fund's Advisory Contract and proposed investment advisory
agreement, provide that MJIL shall have no liabilities in connection
with rendering services thereunder, other than liabilities resulting
from MJIL's willful misfeasance, bad faith, gross negligence, reckless
disregard of its duties or breach of fiduciary duty with respect to
receipt of compensation of services.
Recommendation of Directors
On December 14, 2000, representatives of Old Mutual and Aberdeen
advised the Independent Trustees that Old Mutual and Aberdeen had
consummated the Transaction. At that time, representatives of Aberdeen
described the general terms of the Transaction and the perceived
benefits for the UAM Funds, MJIL and its investment advisory clients.
The Independent Trustees discussed the transaction with representatives
of Old Mutual and Aberdeen. They were assisted in their review of this
information by their independent legal counsel. Old Mutual and Aberdeen
have advised the Independent Trustees that they did not expect the
Transaction to have an immediate material effect an
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<PAGE>
the operations of the Fund or its shareholders. Aberdeen has also
advised the Independent Trustees that the Transaction Agreement, by its
terms, does not contemplate any changes in the structure or operations
of the Fund.
On December 14, 2000, the Board, including a majority of the
Independent Trustees, voted to approve the new investment advisory
agreement and to recommend its approval to shareholders.
The Trustees Unanimously Recommend That Shareholders Of The Fund Vote To
Approve Proposal 1
ADDITIONAL INFORMATION
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UAM Fund Services, Inc. serves as the Fund's administrator, UAM
Shareholder Services Center, Inc. serves as the Fund's sub-shareholder
servicing agent and UAM Fund Distributors, Inc. serves as the Fund's
principal underwriter. UAM Fund Services, Inc., UAM Shareholder
Services Center, Inc. and UAM Fund Distributors, Inc. are affiliates of
UAM. UAM Fund Services, Inc. and UAM Fund Distributors, Inc, are
located at 211 Congress Street, 4/th/ Floor, Boston, Massachusetts
02110 and UAM Shareholder Services, Inc. is located at 825 Duportail
Road, Wayne, Pennsylvania 19087.
. During its last fiscal year, UAM Funds Services, Inc. was paid
$_______ for services rendered as administrator by the Fund;
. During its last fiscal year, UAM Shareholder Services Center,
Inc. was paid $_________ for services rendered as sub-shareholder
servicing agent by the Fund;
. As of December 21, 2000, the net assets of the Fund were
$_______.
The Fund does not pay UAM Fund Distributors, Inc. for its services as
principal underwriter to the Fund.
Payment of Expenses
Aberdeen will pay the expenses of the preparation, printing and mailing
of this proxy statement and its enclosures and of all solicitations,
including telephone or internet voting.
Beneficial Ownership of Shares
The following table contains information about the beneficial ownership
by shareholders of five percent or more of the Fund's outstanding
shares as of December 21, 2000. On that date, the existing nominees and
officers of the Fund, together as a group, "beneficially owned" less
than one percent of the Fund's outstanding shares.
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Name and Address of Shareholder Percent of Shares Owned
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As of December 21, 2000, the Fund had ________ shares outstanding.
The term "beneficial ownership" is as defined under Section 13(d) of the
Securities and Exchange Act of 1934. The information as to beneficial ownership
is based on statements furnished to the Fund by the existing trustees of the
Trust, and/or on the records of the Trust's transfer agent.
Annual and Semi-Annual Reports to Shareholders
For a free copy of the Fund's most recent annual report (and most recent semi-
annual report succeeding the annual report, if any) shareholders of the Fund may
call 1-877-826-5465 or write to the UAM Funds at PO Box 219081, Kansas City, MO
64121.
Other Business
The Board does not intend to present any other business at the Meeting. If any
other matter may properly come before the meeting, or any adjournment thereof,
the persons named in the accompanying proxy card(s) intend to vote, act, or
consent thereunder in accordance with their best judgment at that time with
respect to such matters. No annual or other special meeting is currently
scheduled for the Fund. Mere submission of a shareholder proposal does not
guarantee the inclusion of the proposal in the proxy statement or presentation
of the proposal at the meeting since inclusion and presentation are subject to
compliance with certain federal regulations and Delaware law.
The Trustees, Including the Independent Trustees, Recommend Approval of the
Proposal. Any Unmarked Proxies without Instructions to the Contrary will be
Voted in Favor of Approval of the Proposal.
-8-
<PAGE>
UAM Funds
530 East Swedsford Road
Wayne, PA 19087-1693
UAM FUNDS
MJI INTERNATIONAL EQUITY PORTFOLIO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 26, 2001
The undersigned hereby appoints Gary L. French and Linda T. Gibson and each of
them, attorneys and proxies for the undersigned with full powers of substitution
and revocation, to represent the undersigned and to vote on behalf of the
undersigned, all shares of the MJI International Equity Portfolio (the "Fund"),
which the undersigned is entitled to vote at a Meeting of Shareholders of the
Fund to be held at UAM Fund Services, Inc., 211 Congress Street, Boston, MA
02110 on January 26, 2001, at 9:00 a.m. Eastern time and any adjournment thereof
(the "Meeting"). The undersigned hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement, and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. Unless indicated to the contrary, this
proxy shall be voted "For" all proposals relating to the Fund. The proxies are
hereby authorized to vote in their discretion on any matter that may properly
come before the meeting or any adjournment thereof. The undersigned hereby
revokes any proxy previously given.
-To vote by mail, sign below exactly as your name appears above and return the
proxy card in the envelope provided
NOTE: If you wish to vote on individual investment restrictions on Proposal, you
must mail in your proxy card.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
MJI INTERNATIONAL EQUITY PORTFOLIO
This proxy will be voted as specified below with respect to the action to be
taken on the following proposals. In the absence of any specification, this
proxy will be voted IN FAVOR of the proposals. Please mark your vote below in
blue or black ink. Do not use red ink.
THE BOARD, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH THE FUND OR UNITED ASSET
MANAGEMENT CORPORATION, RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
<TABLE>
<CAPTION>
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Vote On Proposals For Against Abstain
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[_] [_] [_]
<S> <C> <C> <C>
1. To approve a new Investment Advisory Agreement between
the Fund and its investment adviser, substantially as
described in the Proxy Statement (Advisory fee rates will not
change.) (see pages ___ to ___ of the proxy statement)
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</TABLE>
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE TODAY!
Note: Please sign exactly as your name appears in this proxy. If joint owners,
both should sign this proxy. An authorized individual should sign corporate or
partnership proxies in full corporate or partnership name. When signing as
attorney, executor, administrator, trustee, guardian, or corporate officer,
please give your full title.
<TABLE>
<CAPTION>
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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<S> <C> <C> <C>
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</TABLE>
